Ruby vs The Machines: Upgades
by bowow0708
Summary: Ruby adds a few new parts to Crescent Rose with. . . unexpected and sexy results Futa!CrescentRosexRuby Non-cannon Also posted on the main story as bonus chapter. My first ever lemon, would love some feedback. Part of Ruby vs The Machines Smut Series


Disclaimer I do not own RWBY

 **Author's Pre-chapter note: Hi everyone! This is the extra Christmas treat I told you all in chapter 14 especially for all you lemon readers. Yes, I know you're out there and were probably hoping for something like this eventually. This also by the way is the first lemon I've ever written so hopefully I didn't do a terrible job at it. By the way, this is NON-CANON to Ruby vs The Machines, just some porn without plot.**

 **Obligatory tags: RubyxCrescent Rose, Futa, Oral, Vaginal**

Ruby sat hunched over a table, with Crescent Rose lying on top of it, fully extended.

Her tongue was peeking out of the corner of her mouth as she concentrated on screwing on the last screw onto Crescent Rose's new upgrade. Once the screw was nice and snug, Ruby breathed a sigh of relief and stretched her back raising her arms over her head.

"Okay Crescent, tell me what it's like." said Ruby, stretching her arm across her torso as she slid back on the rolling chair.

As Ruby said this a flash of light emanated from her weapon and in its place sat a tall young woman with long hair that went from black to red, then faded to a silver shade, dressed in a tight fitting red tanktop and an open black and red chinese shirt with part of the shoulders cut out to reveal what looked to be tattoos of Ruby's insignia on them, along with tight black pants and combat boots.

Crescent Rose uncrossed her legs and jumped off the table, looking over her entire body, turning around in place as she looked herself over.

She stopped to face Ruby, "Nothing really feels different." said Crescent. "Everything seems to be in place."

Ruby breathed a sigh of relief as she leaned back in her chair.

"Whew, that's good." said Ruby. "Still, I'm really sorry about the whole grenade launcher fiasco."

They both shuddered at the memory of Crescent Rose getting practically a foot taller and all muscly like Magnhild.

"It's fine, but I'm glad that this new barrel and bolt loader didn't do anything _that_ drastic." replied Crescent Rose. "And besides. . ." she said, as she slowly walked towards Ruby. "Remember the promise you made about what we'd do right after you put that new upgrade in me?" Crescent Rose walked around and behind Ruby, wrapping her arms around her owner's shoulders as she whispered into her ear. "It's been over a week since we last did it." Crescent Rose traced the tip of her tongue along the edge of Ruby's ear.

Ruby let out a small gasp, her cheeks grew flushed as Crescent Rose's fingers traced up and down her sides teasingly. She could feel Crescent Rose's breasts press against her back as she slowly moved her chest up and down, causing not only herself, but also Ruby to moan in response.

"I-I didn't forget." said Ruby breathily, as one of Crescent Rose's hands slowly made its way from her side, to her belly, up right in the valley of her cleavage and along her neck.

Crescent Rose grinned, "Good." as her hand shot up to grab Ruby's chin and turned her head around to face her as she leaned forward to kiss Ruby.

As soon as their lips connected, Ruby felt sparks of electricity dance excitedly along her lips and lance down her body to just below her stomach. It wasn't long before Ruby felt the insistent tongue of Crescent Rose gently moving across her lips asking for entry. Ruby gladly let the organ in, opening her mouth just slightly and let out a long drawn out moan as Crescent Rose's tongue invaded the inside of her mouth. She could feel it poke at her own tongue, enticing it to join in on its dance. Ruby happily obliged and her tongue moved and danced along the inside of her mouth with Crescent Rose's. Drool began to flow out of the corners of their mouths as their kiss intensified and the electrifying sparks in Ruby's loins grew into a steady heat, the longer their lips were together the more unbearable it became.

Suddenly Crescent Rose pulled away, something which Ruby was grateful for as her lungs had begun to burn from lack of air. Ruby's breaths were shallow and ragged, both from the kiss and the burning feeling between her thighs. But when Crescent Rose didn't continue her ministrations, Ruby confusedly turned around.

"What's wrong Crescent Rose?" she asked, turning around to face her weapon.

"Ruby. . . remember when I said that there was nothing wrong?" asked Crescent Rose.

"Yeah, . ." replied Ruby.

"Well i think I found out what changed." said Crescent Rose, pointing down to her crotch.

Ruby's eyes slid down Crescent Rose's body and rested to where she was pointing at and her eyes widened at what she saw.

Lying flat along Crescent Rose's thigh was a very obvious bulge that _wasn't_ been there before.

"Is. . . that. . . what i think it is?" wondered Ruby aloud, her blush intensifying.

"I think it is." replied Crescent Rose.

Ruby curiously extended a hand towards the bulge and brushed her fingers against it. Crescent Rose immediately reacted letting out a loud gasp followed by a moan. Ruby quickly pulled her hand back in surprise.

"I'm sorry!" apologized Ruby.

"Don't touch it so suddenly." said Crescent Rose meekly.

"Do you still want to continue?" asked Ruby.

Crescent Rose stood in silence at the question, staring down at her new appendage, then said, "I mean it just feels strange, not in a bad way, just," she paused, "different."

Ruby smiled comfortingly, "Then let's give it a try." she said.

Ruby stood up from her chair and wrapped her arms around Crescent Rose, burying her face between the taller woman's breasts, breathing in deeply her comforting scent. She then started to grind her body against Crescent Rose's, causing her to gasp and squeak at the friction.

"Ruby, my pants are getting really tight." muttered Crescent Rose before letting out another gasp as Ruby's hand rested itself against one of her breasts and began to knead it gently.

Ruby looked up from her position in the valley of Crescent Rose's chest and nodded. She slid down Crescent Rose's body causing her to squirm until she was on her knees and she pulled down Crescent Rose's pants.

Crescent Rose's new member sprung out from its tight confines and bobbed slightly right at Ruby's face. Now that she was facing it up close, Ruby noted that it was a bit bigger than she originally thought.

Crescent Rose's breaths came in shallow pants, feeling relief as her cock was now free. Her blush deepening while Ruby inspected it.

This was the first time Ruby had ever seen one in real life. She had seen pictures of course, but this was utterly different than just watching a video. Glancing a look down, Ruby was surprised to find that Crescent Rose's pussy was still there. Placing one hand on Crescent Rose's hip, Ruby traced her fingers softly along Crescent Rose's pussy, causing her to shudder involuntarily, and up the underside of her cock. As she did this a strangled gasp escaped from Crescent Rose's lips. Ruby smiled to herself knowing that so far she was doing it right.

Growing a bit bolder, Ruby gently wrapped her fingers around Crescent Rose's cock. It felt quite strange, it was hard yet yielding and very warm as she gave it a light squeeze. With that Crescent Rose suddenly jerked her hips forward at the sensation of Ruby's soft hands wrapped around her cock.

"Try rubbing it." suggested Crescent Rose in a shaky voice.

With a nod, Ruby complied and slowly moved her hand up and down, stroking the member.

The new sensations jolting within Crescent Rose's body left her knees weak and shaky, moans of pleasure escaped her lips openly, "Yeah like that. . . ahh. . . keep going." said Crescent Rose between moans as she grabbed her breasts and began to roughly knead them together.

Ruby continued her ministrations and she noticed a small bead of pre being to build up on the very tip of Crescent Rose's cock. Curious about what it was, Ruby brought her face closer and extended her tongue giving it a quick lick. It tasted salty but a little sweet at the same time, almost like the first bite of a slated caramel.

Crescent Rose moan loudly the moment Ruby's tongue made contact with her cock and she bucked her hips forward slightly. "Do that again." begged Crescent Rose, "Keep licking it."

Ruby spurred on by the taste and Crescent Rose's words lunged forward and began licking the head of her weapon's cock with fervour. Crescent Rose's moans increased in frequency as she threw her head back "Yes! Keep going!" Ruby continued to lick all over the head of her cock while stroking the base, while trying to draw out more precum.

"Try sucking on it" suggested Crescent Rose suddenly. Without missing a beat Ruby took the head of Crescent Rose's cock between her lips and began licking all over the head within her mouth.

Crescent Rose's mind was going blank and she could feel a familiar yet strangely alien pressure build up just below her belly in her groin.

Ruby moaned as her actions awarded her with more pre leaking out from Crescent Rose's cock, the salty-sweet musky flavor permeating her entire mouth. The vibrations from Ruby's mouth sent electric tingles from her cock and up her spine which pushed Crescent Rose over the edge.

"I'm gonna cum!" she cried and Crescent Rose let out a series of moans and gasps as she released her breasts and grabbed onto Ruby's hair at the sides of her head, making a few jerky thrusts into her owners mouth. Ropes of cum shot out of her cock, catching Ruby by surprise as the first spurt shot right to the back of her throat. Ruby gagged at the sudden invasion of her throat, unable to pull away as Crescent Rose clutched her hair, pressing Ruby's face as much as she could over her cock. The next few spurts came with as much force as the first filling up Ruby's mouth, dribbles of cum and spit leaking out of her mouth.

As Crescent Rose's orgasm tapered off and her grip slackened, Ruby pulled herself off of the cock, coughing and spitting out most of the cum and let it drip to the floor.

Crescent Rose's knees gave out and she collapsed on the floor, leaning back and resting on her arms as she gasped for air. Still coming down from her high it took her a while to notice Ruby coughing out her cum.

"Oh my gosh! Ruby I'm so sorry." exclaimed Crescent Rose, leaning forward and rubbing her back.

"It's okay." said Ruby, "You just caught me by surprise that's all." The noticed the thick white cum that was still on her hand and began to lick it up. "It's delicious by the way."

Crescent Rose blushed at that, and watched voyeuristically as Ruby licked up and down her hand and suckled on her fingers, trying to get every last drop of cum. Watching this, Crescent Rose could feel her cock begin to ache once more.

Looking down at her lap, she saw that her cock was still hard and standing attention. Ruby too followed her gaze and saw that Crescent Rose was rearing to go and giggled.

"Energetic little guy." commented Ruby as she gave it a few teasing strokes, making Crescent Rose shiver.

Ruby then stood up and hooking the hem of her skirt under her thumbs she shimmied out of her skirt and tossed it on top of Crescent Rose's head. She then walked over to the table, leaning over it and raising her ass up and facing Crescent Rose.

"You want this?" asked Ruby, playfully wiggling her rear at the still shocked Crescent Rose.

Crescent Rose blinked twice before taking Ruby's combat skirt off her head and crawled towards Ruby's ass. Looking at it closely she could now see the small stain of moisture that began to form in Ruby's panties. Today it was white with small cartoon strawberries printed all over it, the color darkened by Ruby's stockings. Not even bothering to remove either articles of clothing Crescent Rose immediately buried her face between the cheeks of Ruby's ass, taking a deep breath of the musky scent of Ruby's arousal.

Ruby's reaction was immediate, she moaned loudly as Crescent Rose shoved her face between her ass cheeks. Feeling her weapon's lips dancing and suckling on the wetness of her panties and stockings making sure to savor every bit, that every drop wasn't wasted. She could feel Crescent Rose's tongue caressing her folds on the outside of the fabric, bringing a delectable friction to her folds. Crescent Rose's tongue took long slow strokes all the way along her pussy, from her clit and all the way to her puckered taint.

Crescent Rose loved the way Ruby tasted, she always had a sweet taste to her juices, which was never a surprise considering her high sugar diet. As she kept licking, the smooth silky feel of Ruby's stockings along her tongue made her crazy. But now it was time for a direct taste. Sliding her fingernails up Ruby's thighs and then her ass, Crescent Rose slowly pulled down both Ruby's panties and stockings to reveal her secret treasure. Ruby's tiny pink lower lips greeted her with a strand of arousal still clinging to her panties.

Unable to hold back any longer, Crescent Rose practically dove right in, shoving her face between Ruby's thighs and began licking at Ruby's folds in earnest. With this Ruby's moans increased and in pitch, letting out adorable squeaks and moans with every lick Crescent Rose made. She alternated between long slow strokes and short quick ones right over Ruby's clit.

Rivulets of liquid arousal began to drip down Ruby's legs as Crescent Rose did her magic. By now Ruby was openly moaning, her face resting over the worktable while her hands searched for something to grip as Crescent Rose's tongue brought her closer and closer to orgasm.

Until suddenly Crescent Rose pulled back. Ruby, confused by the lack of licking, turned her head around to see Crescent Rose standing to her full height with her cock, still glistening with both her cum and Ruby's spit standing tall.

"Ruby I wanna stick it in." said Crescent Rose breathily, as she slowly stroked the length of her cock.

Ruby quickly understood what Crescent Rose wanted and smiled.

"Well what are you waiting for?" asked Ruby, as if it were the most obvious thing.

Crescent Rose took a step closer as she grabbed Ruby's hips and rubbed her cock between Ruby's cheeks, eliciting a moan from her owner. Ruby could feel the heat emanating from Crescent Rose's cock and the idea of it going inside her was exciting.

Crescent Rose used one hand and lined up her cock to Ruby's pussy lips, letting out a groan as the indescribable heat that was coming off Ruby's pussy. Her mouth was one thing, but this was something else entirely. Then she pushed in.

Both Ruby and Crescent Rose moaned in unison as Crescent Rose's cock slowly penetrated Ruby's pussy.

Ruby could feel Crescent Rose's cock stretching her inner walls. This was the first time she ever had something this big inside of her. Normally they only used their fingers and tongues, and maybe the occasional vibrator, but this was completely different. Not only could Ruby feel it's sheer size, but every bump and vein on it as well as they intense heat that came from it. Ruby then let out a long drawn out moan of pleasure as Crescent Rose kept pushing more and more of her cock into her.

Crescent Rose also couldn't believe what she was feeling when she finally entered Ruby. The first thing she felt was the absolute tightness that gripped onto her cock, it was completely different from Ruby's blowjob from earlier. There was a warmth and a wetness that she could barely believe that she didn't cum right then and there. Ruby's walls squeezed on her cock rhythmically and relentlessly, it was almost unbearable.

Crescent Rose kept pushing in until she felt the contact of Ruby's ass against her lap. She quickly collapsed on top of her owner, panting heavily.

"You're so tight." she hissed and let out another blissful moan as Ruby's inner walls squeezed around her member once again.

"You're so big." panted Ruby, still feeling a bit overwhelmed by the feeling of fullness that Crescent Rose was giving her.

After taking a moment for both of them to adjust, Crescent Rose, whispered into Ruby's ear, "Ruby, I'm gonna start moving."

"Okay, just slowly at first." answered Ruby.

With that Crescent Rose stood up, grabbing Ruby's hips once again and slowly pulled her hips back once again making them both moan. Pulling out gave Crescent Rose a slight sense of relief, but at the same time gave her the urgent need to push back in. Ruby could feel the head of Crescent Rose's cock scraping against her insides and sudden emptiness as she pulled out.

Crescent Rose then started thrusting into Ruby. It was such an intense experience, Ruby's walls squeezed and clung to her cock as trying to keep it in for as long as possible. The feeling of Ruby's pussy on her cock was indescribable and before long Crescent Rose's thrusts began to increase. Ruby didn't mind that in the least, moaning in ecstasy while Crescent Rose pounded her pussy. The workshop was soon filled with the sounds of their combined moans and the slap of skin as Crescent Rose thrust into Ruby harder and harder.

Ruby's mind was going blank as Crescent Rose fucked her, bits of drool fell from her lips as she just laid there, loving the feeling of Crescent Rose's cock in her pussy.

It didn't take long before Crescent Rose felt the pressure building up behind her cock. and her thrusts became more and more erratic "Ruby, I'm gonna cum."

Ruby herself couldn't take much more, "Me too." she said and then moaned as Crescent Rose thrust harder and harder into her with shorter thrusts.

"I'm cumming!" screamed Ruby as her vision went white, her cum spraying out of her pussy, drenching Crescent Rose's hips.

Crescent Rose could feel Ruby cum as her inner walls spasmed and squeezed down on her cock, pushing her over the edge as well. She fell forward hugging Ruby tightly, pushing herself to the hilt and ropes of thick white cum sprayed into Ruby's pussy, filling her up.

Ruby felt Crescent Rose's own orgasm and she felt as if she came again when Crescent Rose's hot cum was pumped into her.

They both stood like that as their orgasms tapered off and faded. With that they both collapsed in a heap, Crescent Rose's cock popping out of Ruby's pussy and her cum poured out of it.

With the last of her strength Ruby pushed off the table and collapsed into Crescent Rose and snuggled into her chest, the taller girl's arms wrapping around her.

"That was amazing." said Ruby after she had caught her breath.

"Yeah, it was." replied Crescent Rose.

Ruby giggled, now looking down at her pussy and the white river that was spilling out of it. "Look at the mess you made."

"Heh, it's not my fault you feel so good." said Crescent Rose, giving Ruby a quick peck on the lips.

"That's true." said Ruby, "I wonder what else we can do with your upgrades." she said with a mischievous smile.

Crescent Rose merely grinned at the idea.

 **Author's Notes:** Well that's that! I hope you all enjoyed this little treat and my first official foray into erotic writing. I'll do more if my muse wants to, but I won't post all of them on this story for those who don't want to read these little stories that my muse comes up with. Thank you all for reading this, I wish you all a Merry Christmas or whatever holiday you celebrate and a Happy New Year! And remember

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